Okaloosa County BOCC — October 21, 2014 — TRILLION CONTRACT

AGREEMENT FOR AIRPORT MANAGEMENT CONSULTING SERVICES between the OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS and TRILLION Avy, LLC This Agreement for Airport Management Consulting Services ("Agreement") is made and entered into as of the day of. , 2014 by and between the Okaloosa County Board of Commissioners, a political subdivision existing under and by virtue of the laws of the State of Florida, with a business address at 101 East James Lee Boulevard, Crestview, Florida 32536 ("COUNTY"), and Trillion Av, LLC, a Texas Limited Liability Company with a business address at 4301 W. William Cannon Dr., Austin, Texas 78749 ("CONSULTANT"). WITNESSETH: WHEREAS, the COUNTY desires to employ the services of the CONSULTANT to provide professional airport management consulting services for the Okaloosa County Airports System; and WHEREAS, the CONSULTANT has stated that it is qualified, willing and able to perform the said services required on the terms and conditions hereinafter set forth; and WHEREAS, the COUNTY has given public notice of the professional airport management consulting services to be considered and provided pursuant to this Agreement; and WHEREAS, the selection of the CONSULTANT has been made in accordance with the provisions of the Competitive Negotiation Act, Section 287.055, Florida Statutes, and County policy; and NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 - SERVICES The CONSULTANT'S obligation under this Agreement is to provide airport management consulting services for the COUNTY for the Okaloosa County Airports System in accordance with the provisions of Article | and other terms of this Agreement. Services of the CONSULTANT shall be under the general direction of the COUNTY Airports Director or his or her designee, who shall act as the COUNTY'S representative during the performance of this Agreement. The COUNTY will authorize the CONSULTANT to proceed on a Task Order/Scope of Services basis that will be negotiated for each project. Said Task Order/Scope of Services shall be in such format as is established by COUNTY. Each Task Order/Scope of Services will be consecutively numbered and be of sufficient detail to assure a complete project. The COUNTY makes no guarantee as to the amount or type of projects that will be assigned. Projects will be assigned at the sole discretion of the COUNTY. No work will commence until a fully executed Task Order is received by the CONSULTANT. The scope of services assigned under any Task Order may include but is not limited to any of the services delineated on Exhibit A attached to this Agreement. ARTICLE 2 - SCHEDULE Term of Agreement. This Agreement will become effective upon execution by the COUNTY and will expire three (3) years from the date of execution. This Agreement may be renewed for two (2) additional one-year periods upon signed agreement by both parties prior to the expiration of the term then in effect. The CONSULTANT shall commence services upon approval of the Task Order/Scope of Services and complete all services as provided by the Task Order/Scope of Services and prior to the initial termination date or any extension of renewal hereof. ARTICLE 3 - CHANGES COUNTY may make or approve changes within the Task Order/ Scope of Services. If such changes affect CONSULTANT'S cost of or time for performance of the Services, an adjustment may be negotiated and will be made through an amendment to the affected Task Order/Scope of Services. ARTICLE 4 - PAYMENTS TO CONSULTANT The COUNTY shall pay the CONSULTANT for services satisfactorily performed at the amount indicated in each Task Order/Scope of Services attached to this Agreement, which includes all direct charges, indirect charges and reimbursable expenses, if any. The CONSULTANT will base its charges on the Schedule of Fees attached as Exhibit B or alternatively pursuant to any lump sum fee established under any Task Order. The CONSULTANT will bill the COUNTY monthly as work progresses. COUNTY shall give notice of invoiced sums which it may reasonably dispute or contest. Invoices will, at minimum, be numbered sequentially and specify the time period for charges, the work performed, the amount requested for that invoice and a total amount paid to date and budget remaining. Invoices received from the CONSULTANT pursuant to this Agreement will be reviewed and approved by the Airports Director or his/her designee, indicating the services have been rendered in conformity with the Agreement, then will be sent to the Purchasing Manager, Contracts and Grants Manager, and/or to the County Manager, in conformance with the County Purchasing Policy, for approval. They then will be sent to the Finance Department for payment. The invoice must reference the Task Order/Scope of Services number, the current purchase order number (if any), specify the time period the invoice covers, and provide a narrative describing the work performed. In order for both parties herein to close their books and records, the CONSULTANT shall clearly state "Final Invoice" on the CONSULTANT'S final/last task order invoice to the COUNTY. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the COUNTY. This invoice shall close the Task Order to future billings and future charges shall be waived by CONSULTANT. CONSULTANT shall deliver to the COUNTY for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials required by the respective Task Order. The compensation for Services to be defined in each Task Order/Scope of Services for each assignment to this Agreement will be based on either a lump sum amount or on time and materials NOT TO EXCEED basis based on the CONSULTANT'S Schedule of Fees, included as Exhibit B, for the actual time worked on the task. CONSULTANT also will be compensated for subcontracts and outside services incurred for the task, no mark up for these services will be allowed. ARTICLE 5 - MODIFICATIONS TO AGREEMENT The COUNTY reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by the CONSULTANT of the County's notification of a contemplated change, the CONSULTANT shall (1) if requested by the COUNTY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the COUNTY of any estimated change in the completion date, and (3) advise the COUNTY in writing if the contemplated change shall affect the CONSULTANT's ability to meet the completion dates or schedules established by this Agreement or the original Task Order/Scope of Services. If the COUNTY so instructs in writing, the CONSULTANT shall suspend work on that portion of the work affected by the contemplated change, pending the COUNTY's decision to proceed with the change. If the COUNTY elects to make the change, the COUNTY shall issue an amendment or change order to the involved Task Order and the CONSULTANT shall not commence work on any such change until such written amendment or change to the Task Order has been issued and signed by each of the parties. ARTICLE 6 - DISPUTES If a dispute or complaint arises concerning this Agreement, CONSULTANT and COUNTY agree that they will use their best efforts to negotiate a resolution of the dispute, if no mutually satisfactory resolution can be reached then the dispute or complaint will be submitted to a mutually agreeable neutral mediator, as a condition precedent to litigation or other remedies provided by law. The cost of the mediator shall be apportioned equally between the parties. ARTICLE 7 - EXCUSABLE DELAYS COUNTY may order the CONSULTANT to suspend, delay, or interrupt all or any part of the CONSULTANT's services under any Task Order/Scope of Services for such period of time as COUNTY may determine to be appropriate for the convenience of the COUNTY. If the performance of all or any part of the CONSULTANT's services is suspended, delayed, or interrupted for the convenience of COUNTY, the Task Order/Scope of Services will be modified in writing accordingly. The CONSULTANT shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the CONSULTANT'S control and without its fault or negligence. Such causes may include, but are not limited to: Acts of God, the COUNTY's omissive or commissive failures; natural and public health emergencies, labor disputes; freight embargoes; and severe weather conditions. If the failure to perform is caused by the failure of the CONSULTANT'S subcontractor(s) and is without the fault or negligence of either of them, the CONSULTANT shall not be deemed to be in default. Upon the CONSULTANT'S request, the COUNTY shall consider the facts and extent of any failure to perform the work and, if the CONSULTANT'S failure to perform was without its fault or negligence, any affected provision of this Agreement shall be revised accordingly; subject to the COUNTY'S right to change, terminate, or stop any or all of the work at any time. In the event delays to the Task Order/Scope of Services work is encountered for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. ARTICLE 8 -TERMINATION OF AGREEMENT This Agreement may be terminated by the CONSULTANT on 30 calendar days prior written notice to the COUNTY in the event of substantial failure by the COUNTY to perform in accordance with the terms hereof through no fault of the CONSULTANT. It may also be terminated by the COUNTY, with or without cause, immediately upon written notice to the CONSULTANT. In the event that this Agreement is terminated by either the COUNTY or the CONSULTANT, the CONSULTANT shall be compensated for all services satisfactorily performed to the date of termination. Such compensation shall be based on the arrangement set forth in each Task Order/Scope of Services, unless otherwise agreed. After receipt of a termination notice and except as otherwise directed by the COUNTY the CONSULTANT shall: a. Stop work on the date and to the extent specified. b. | Terminate and settle all orders and subcontracts relating to the performance of the terminated work. c. Transfer all work in process, completed work, and other material related to the terminated work to the COUNTY. d. Continue and complete all parts of the work that have not been terminated. ARTICLE 9 - PERSONNEL All of the services required herein under shall be performed by the CONSULTANT or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services. The standard of care applicable to CONSULTANT'S services will be the degree of skill and diligence normally employed by professional consultants performing the same or similar services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. CONSULTANT represents that it has or will secure at its own expense all necessary personnel and equipment required to perform the services required by Task Orders/Scope of Services to this Agreement. Such personnel shall not be employees of, or have a contractual relationship with the COUNTY. CONSULTANT shall be solely responsible for adequate management and supervision of its employees, agents, and its subcontractors, the means, methods and techniques of performing its services and the technical accuracy and adequacy of reports of analysis and other deliverables required under the Task Order/Scope of Services and this Agreement. CONSULTANT warrants that it will perform its services in accordance with and comply with all applicable Federal, State and local laws, ordinances, and regulations applicable at the time said services are performed. ARTICLE 10 - SUBCONTRACTING CONSULTANT warrants that it will not subcontract any portion of the services to be performed under this Agreement or any Task Order/Scope of Service(s) without the prior written consent of COUNTY with the exception of pH2 (hereby approved), which consent may be withheld at COUNTY's sole discretion. CONSULTANT warrants that it will bind all approved, subcontractors to the provisions of this Agreement that apply to CONSULTANT. However, neither this Agreement, nor any subcontracts will create any contractual relationship between any subcontractor and COUNTY, nor shall COUNTY have any liability to any subcontractor. The CONSULTANT shall be solely responsible for the satisfactory performance of services subcontracted by the CONSULTANT. The COUNTY reserves the right to inspect all facilities of any subcontractor in order to make a determination as to the capability of the subcontractor to perform properly under this Agreement. If a subcontractor fails to perform or make progress, as required by this Agreement, and it is necessary to replace the subcontractor to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subcontractor by the COUNTY. The CONSULTANT is encouraged to seek minority and women business enterprises for participation in subcontracting opportunities. ARTICLE 11 - FEDERAL AND STATE TAX The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will sign an exemption certificate submitted by the CONSULTANT. The CONSULTANT shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the CONSULTANT authorized to use the COUNTY's tax exemption number in securing such materials. The CONSULTANT shall be responsible for payment of his/her own FICA and Social Security benefits with respect to this Agreement. ARTICLE 12 - AVAILABILITY OF FUNDS The obligations of the COUNTY under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the State of Florida and the Board of County Commissioners of Okaloosa County. ARTICLE 13 - INSURANCE The CONSULTANT shall not commence any work in connection with this Agreement until he has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management office. All insurance policies shall be with insurers licensed to do business in the State of Florida, and any insuring company is required to have a minimum rating of A, Class X in the Best Key Rating Guide published by AM Best & Co., Inc. The COUNTY shall retain the right to reject all insurance contracts that do not meet the requirements of this Agreement. Further, the COUNTY reserves the right to change these insurance requirements with 60-day notice to the CONSULTANT. The insurance definition of Insured or Additional Insured shall include CONSULTANT, each subcontractor, and any associated or subsidiary companies of the CONSULTANT, which are involved, and which is part of this Agreement. The COUNTY reserves the right at any time to require the CONSULTANT to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. The designation of CONSULTANT shall include any associated or subsidiary company which is involved and is a part of the Agreement and such, if any associated or subsidiary company involved in the project or Task Order must be named in the Worker's Compensation coverage. All policies shall be written so that the COUNTY will be notified of cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the COUNTY Representative. All insurance contracts, except the Worker's Compensation and Professional Liability, shall list Okaloosa County as an Additional Insured. CONSULTANT shall provide the COUNTY current certificates of Insurance for all policies at least ten (10) days before commencing work. Worker's Compensation Insurance: The CONSULTANT shall secure and maintain during the life of this Agreement Worker's Compensation insurance for all employees employed including supervision, administration and management personnel. In case any work is sublet with the approval of the COUNTY, the CONSULTANT shall require each of its subcontractors to provide Worker's Compensation insurance to all employees. Evidence of such insurance shall be furnished the COUNTY not less than ten (10) days prior to the commencement of any and all subcontracted work. Such insurance shall comply with the Florida Worker's Compensation Law. Coverage shall include a waiver or subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on all Certificates of Insurance. Business Automobile and Commercial Liability Insurance: The CONSULTANT shall maintain Business Automobile Liability insurance coverage throughout the life of this Agreement. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. The CONSULTANT shall carry Commercial Liability Insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. This coverage shall also include: a.On and off Premises Operational Liability b.Personal Injury Liability c. Independent Contractor Liability The CONSULTANT shall carry Professional Liability against errors and omissions in the performance of this agreement. All liability insurance (except Professional Liability), shall be written on an occurrence basis and shall not be written on a claim-made basis. If the insurance is issued with an aggregate limit of liability, the aggregate limit of liability shall apply only to the locations included in this Agreement. If, as a result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the LIMITS OF LIABILITY, the CONSULTANT shall notify the County Representative in writing. The CONSULTANT shall purchase additional liability insurance to maintain the requirements established in this Agreement. Umbrella or Excess Liability insurance can be purchased to meet the Limits of Liability specified in this Agreement. Limits of Liability: The insurance required shall be written for not less than the following limits unless law requires higher amounts: COVERAGE LIMIT 1. Worker's Compensation a. State Statutory b. | Employer's Liability $1 million each accident 2. Business Automobile $1 million each occurrence (Combined Single Limit) 3. Commercial Liability $1 million each occurrence (Combined Single Limit) 4. Professional Liability $1 million each occurrence (Combined Single Limit) 5. Personal and Advertising Injury $250,000 Notice of Claims or Litigation: The CONSULTANT agrees to report any incident or claim that results from performance of this Agreement. With ten (10) days of the CONSULTANT'S knowledge, the County Representative shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be give the same day the CONSULTANT becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days. Indemnification and Hold Harmless: To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless the COUNTY, its officers and employees from liabilities, damages, losses, and cost including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of this Agreement. Certificate of Insurance: All insurance shall include the interest of all entities named in and its respective agents, consultants, servants and employees of each and all other interests as may be reasonably required by Okaloosa County as Additional Insured. The coverage afforded the Additional Insured under this policy shall be primary insurance. If the Additional Insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the company's liability under this policy shall not be reduced by the existence of such other insurance. Certificates of insurance, in duplicate, evidencing all required coverage must be submitted to and approved by Okaloosa County prior to the commencement of any work. The certificate holder(s) shall be as follows: Okaloosa County 602-C North Pearl Street Crestview, Florida 32536 All policies and the Certificates of Insurance shall expressly require 30 days written notice to Okaloosa County at the address set out above, or the cancellations or material alterations of such policies. All certificates shall be subject to Okaloosa County's approval of adequacy of protection and the satisfactory character of the Insurer. The Certificates of Insurance shall disclose any and all deductibles or self-insured retentions (SIRs). Deductibles or SIRs in excess of $10,000 will not be accepted unless specifically approved in writing by Okaloosa County. All deductibles or SIRs, whether approved by Okaloosa County or not, shall be the CONSULTANT's full responsibility. In particular, the CONSULTANT shall afford full coverage as specified herein to entities listed as Additional Insureds. In no way will the entities listed as Additional Insureds be responsible for, pay for, be damaged by, or limited to coverage required by this schedule due to the existence of a deductible or SIR. Specific written approval from Okaloosa County will only be provided upon demonstration that the CONSULTANT has the financial capability and funds necessary to cover the responsibilities incurred as a result of the deductible or SIR. In the event of failure of the CONSULTANT to furnish and maintain said insurance and to furnish satisfactory evidence thereof, Okaloosa County shall have the right (but not the obligation) to take out and maintain insurance on the project. All costs for the coverage will be paid by CONSULTANT upon presentation of a bill. 10 General Terms: Any type of insurance or increase of limits of liability not described above which the CONSULTANT required for its own protection or on account of statute shall be its own responsibility and at its own expense. The carrying of the insurance described shall in no way be interpreted as relieving the CONSULTANT of any responsibility under this Agreement. Should the CONSULTANT engage a subcontractor or sub-subcontractor, the same conditions will apply under this Agreement to each subcontractor and sub-subcontractor. The CONSULTANT hereby waives all rights of subrogation against Okaloosa County and its consultants and other indemnities of the CONSULTANT under all the foregoing policies of insurance. Umbrella Insurance: The CONSULTANT shall have the right to meet the liability insurance requirements with the purchase of an umbrella insurance policy. In all instances, the combination of primary and umbrella liability coverage must equal or exceed the minimum liability insurance limits stated in this Agreement. ARTICLE 14 - SUCCESSORS AND ASSIGNS This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective successors, legal representatives and permitted assigns. Neither the COUNTY nor the CONSULTANT shall assign, sublet, convey or transfer its interest in this Agreement without the prior written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the COUNTY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the COUNTY and the CONSULTANT. I ARTICLE 15 - INDEPENDENT CONSULTANT RELATIONSHIP The CONSULTANT is, and shall be, in the performance of all work, services and activities under this Agreement, is an independent contractor and is not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the CONSULTANT'S sole direction, supervision and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONSULTANT's relationship and the relationship of its employees to the COUNTY shall be that of an independent contractor and not as employees or agents of the COUNTY. The CONSULTANT shall be solely responsible for withholding of all taxes, social security and insurance payments for its employees or agents. The CONSULTANT does not have the power or authority to bind the COUNTY in any promise, agreement or representation. ARTICLE 16 - INTERPRETATION This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement shall be held in Okaloosa County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. ARTICLE 17 - UNIFORM COMMERCIAL CODE The Uniform Commercial Code as may be in effect from time to time in Florida shall prevail as the basis for determining the rights and obligations of the CONSULTANT and the COUNTY hereunder. ARTICLE 18 - CONFLICT OF INTEREST The CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for by applicable law. The CONSULTANT further represents that no person having any interest shall be employed for said performance. The award under this Agreement to County's Request of Statements of Qualifications ("RFQ") is subject to provisions of Chapter 112, Florida Statutes. All respondents to 12 COUNTY'S RFQ were required to disclose with their submission the name of any officer, director, or agent who is also a public officer or an employee of the Okaloosa Board of County Commissioners, or any of its agencies. Furthermore, all respondents had to disclose the name of any County officer or employee who owns, directly or indirectly, an interest of five percent (5%) or more in the firm or any of its branches. Furthermore, the official, prior to or at the time of its submission, must file a statement with the Clerk of Circuit Court of Okaloosa County if he is an officer or an employee of the County, disclosing his or spouses or child's interest and the nature of the intended business. This certification form is attached and made a part of this Agreement. The CONSULTANT shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT'S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the CONSULTANT. The COUNTY agrees to notify the CONSULTANT of its opinion by certified mail within 30 days of receipt of notification by the CONSULTANT. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the COUNTY shall so state in the notification and the CONSULTANT may, at his/her option, enter into said association, interest or circumstance and it shall be deemed not a conflict of interest with respect to services provided to the COUNTY by the CONSULTANT under the terms of this Agreement. ARTICLE 19 - ARREARS The CONSULTANT shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. ARTICLE 20 - NOTICES Written notices may be delivered in person or by certified mail, or by facsimile, or by courier. All notices shall be effective upon the date of receipt by the party. Notices shall be delivered or sent to the designated representative of the other party at the address given on the last page of this Agreement or as otherwise set forth in this Agreement. An address may only be changed by written notice. 13 ARTICLE 21 - CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONSULTANT, a commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 22 - NONDISCRIMINATION The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, physical handicap, sex, age, national origin or other status protected by law. ARTICLE 23 - ENTIRE AGREEMENT This Agreement, including any Task Orders/Scope of Services, Schedules, Attachments and Exhibits is the entire Agreement between COUNTY and the CONSULTANT. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly stated herein are of no force and effect. Any changes to this Agreement shall be in writing and signed by COUNTY and CONSULTANT. In the event of a conflict between the terms of the above documents and the terms of this Agreement, the terms of this Agreement shall prevail. ARTICLE 24 - AMENDMENT None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by a written instrument executed by the parties hereto. ARTICLE 25 - ENFORCEMENT COSTS If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such parties may be entitled. 14 ARTICLE 26 - AUTHORITY TO PRACTICE The CONSULTANT hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. ARTICLE 27 - WAIVERS AND SEVERABILITY A waiver or breach of any term, condition, or covenant by a party shall not constitute a waiver or breach of any other term, condition or covenant. If any court of competent jurisdiction declares a provision of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Limitations of liability, indemnities, and other express representations shall survive termination of this Agreement for any cause. ARTICLE 28 - CONSULTANT'S REPRESENTATIVE CONSULTANT shall designate in writing a person to act as CONSULTANT's representative with respect to the services to be rendered under this Agreement and each Task Order/Scope of Services. Such person shall have complete authority to receive instructions and information from COUNTY and interpret and define CONSULTANT's policies, specifications, and reports. ARTICLE 29 - RETENTION OF RECORDS CONSULTANT shall retain complete and accurate analytical and financial records of all work performed pursuant to this Agreement for the longer of (1) the period of two years following completion of services under a Task Order; or (2) the minimum period specified in the Contract between COUNTY. This record retention period may, upon notice to the CONSULTANT by COUNTY, be automatically extended during the course of any administrative or judicial action involving the COUNTY regarding matters to which the records are relevant. ARTICLE 30 - NO THIRD PARTY BENEFICIARY RIGHTS Nothing in this Agreement shall be interpreted or construed to give any rights or benefits to anyone other than the CONSULTANT, and COUNTY. Therefore, there are no third party beneficiaries of this Agreement. ARTICLE 31 - PUBLIC ENTITY CRIME INFORMATION A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any 15 goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform works as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. ARTICLE 32 - EXEMPTION The engagement of certain professional services, including those required by the Request for Statements of Qualifications under which this Agreement was awarded, is exempt from the provisions of the Administrative Procedure Act, Chapter 120, Florida Statutes, as amended, and therefore are not to be subject to the appeal process therein described at any time during the solicitation of selection period. ARTICLE 33 - REPRESENTATIVES The authorized representative of the COUNTY, unless otherwise stated in the Task Order, shall be: Sunil Harman, A.A.E., IAP Airports Director Okaloosa County Airports 1701 State Road 85 N Eglin AFB, FL 32542 Telephone: 850.651.7160 E-Mail: sharman@co.okaloosa.fl.us The authorized representative for CONSULTANT shall be: _ Jeffrey Schulthess _ Trillion Av, LLC _4301 W. William Cannon Dr. _ Austin, Texas 78749 Telephone: (512)940-6536_ E-Mail: jschulthess@trillionav.com This Agreement is a valid and authorized undertaking of COUNTY and CONSULTANT. The representatives of COUNTY and CONSULTANT who have signed below have been authorized to do so. 16 IN WITNESS WHEREOF, the Board of County Commissioners of Okaloosa County, Florida has made and executed this Agreement on behalf of the COUNTY and CONSULTANT has hereunto set his/her hand as of the day and year first above written. ATTEST: OKALOOSA COUNTY BOARD OF DON HOWARD, CLERK COUNTY COMMISSIONERS BY: BY: Gary Stanford, Deputy Clerk Charles K. Windes, Jr.Chairman WITNESS: CONSULTANT: Trillion Av, LLC SIGNAFURE? ie) COMPANY NAME Daniel Benzon felly Benra_ NAME (TYPE OR PRINT) NAME (TYPE OR PRINT) President TITLE We B SIGNATURE C2 10/49 [ 2014 DATE EXHIBIT A AGREEMENT FOR MANAGEMENT CONSULTING SERVICES SCOPE OF SERVICES The scope of professional services for the Airports System under the proposed engagement includes, but is not limited to, the following: 1. Prepare or provide support for the development of financial and business related reports, analyses and forecasts including, but not limited to: a. Financial models to project cash flows, bond sizing and debt service, debt service coverage, rates and charges impacts, and financial planning scenarios (pro formas) b. Profit and loss reports for parking and other Airports System undertakings c. Industry-related regulatory compliance and litigation support d. Other financial and/or business-related ad hoc reports, presentations, analyses and forecasts as requested 2. Provide Rates and Charges analyses and support (modeling, methodologies and optimization) including, but not limited to: a. Analyses of Airlines' Rates and Charges b. Industry standards and practices related to Rates and Charges c. Preparation and support for the annual Airlines’ Rates and Charges (budget, review and true-up) d. Production of Rates and Charges documents or presentations for review, meetings and distribution 3. Provide air traffic reports, analyses and forecasts for aviation and the industry including, but not limited to: Historic air traffic reports Forecasting air traffic Analyses of air traffic trends Other air traffic ad hoc reports, presentations, analyses and forecasts as requested ao op 18 4. Perform or provide support for bond feasibility services and debt service analyses including, but not limited to: Report of the Airport Consultant Report of the Rate Consultant Debt service analysis Due diligence and continuing disclosure Other bond offering documents, ad hoc reports, presentations, analyses and forecasting as requested (Does not include reports and analyses typically prepared by a financial advisor consultant.) eae oe Provide Passenger Facility Charge (PFC), Airport Improvement Program (AIP) and Customer Facility Charge (CFC) support, analyses and forecasting including, but not limited to: a. Preparation of documents for PFC, AIP and CFC applications, amendments, and other reporting Analyses of PFC, AIP and CFC programs Regulatory reporting and documentation Presentation support related to the PFC, AIP and CFC programs Proposals and analyses of Innovative Financing concepts for AIP grant funding consideration gs eao oe Provide services and expertise to assist the County to maintain its Joint-Use Airport status at Eglin Air Force Base and designation in the Military Airports Program ("MAP"). a. Northwest Florida Regional Airport is currently designated as a participant in the Military Airports Program through Fiscal Year 2016 with approximately $12 million being identified in its ACIP for the MAP Program. Consultant will assist County in developing funding requests during the period of its designation. b. Provide services to assist the County in obtaining a new, long-term Joint-Use Agreement and a new, long-term capitalized Lease with the United States Air Force. (The County plans to pay for the new capitalized Lease with the USAF through MAP and PFC funds.) c. Provide assistance with future MAP applications for redesignation. Consultants submitting qualifications must demonstrate experience and expertise in providing consulting services to joint-use airports and experience in processing applications and developing capital plans for designation in the Military Airports Program. This experience should include experience negotiating provisions of joint- 19 8. 9. use agreements and leases with the military proprietor of the airport. This experience and expertise may be provided by subcontract if not available within consultant's professional staff and expertise. Provide services to plan/negotiate and/or bid and assist with documents for the following types of airport agreements: enege gQ th Airline Use and Lease Agreements Car Rental Concession and Service Facility Agreements Parking Management Contracts Into-Plane Fuel Service Agreements Cargo and Hangar Leases (both ground leases under which the tenant develops the facility and space leases for County-constructed facilities) Food/Beverage/Retail and other Concession Agreements Hotel, Auto Fueling and Convenience Store, and other third-party developed concessions Provide analyses services and support to assist the County benchmark and evaluate its operating and financial performance against industry standards. Provide analyses, services and support to assist the County with the following tasks at Bob Sikes Airport and Destin-Ft. Walton Beach Airport, the County's two (2) general aviation airports: Assist with the development of FBO standards and agreements Develop land rental and lease policies and procedures Recommend fee structures, including land rentals, hangar rentals, fuel flowage fees, FBO fees, etc. Develop recommendations and policies to assure that the County's general aviation facilities are self-sustaining. Assist in developing strategies to fund these airports' capital needs, including developing FDOT and AIP grant applications and accessing favorable short-term and long-term capital borrowing. 20 Daniel Benzon John DeCoster Jeffrey Schulthess Michael Brown Steve Wareham EXHIBIT B FEE SCHEDULE President Sr. Vice President Vice President Vice President Vice President Officer/Director pH2 21 $195 $195 $195 $195 $195 $195